Template:ISDA New York Law Credit Support Annex 2016 13

=== Paragraph 13. Elections and Variables=== 2016 NY Law VM CSA Base Currency and Eligible Currency.

2016 NY Law VM CSA “Base Currency” means United States Dollars, unless otherwise specified here: [...]

2016 NY Law VM CSA “Eligible Currency” means the Base Currency and each other currency specified here:[...]

2016 NY Law VM CSA Covered Transactions; Security Interest for Obligations; Exposure.

2016 NY Law VM CSA The term “Covered Transactions” as used in this Annex includes any Transaction) specified below that is entered into on or after [...], except as otherwise provided in the Confirmation of such Transaction):

2016 NY Law VM CSA For purposes of the foregoing, the term “Covered Transactions” includes: [Any Transaction) [that is any of the following] [Swap], [Security-Based Swap], [OTC Derivative], [Physically Settled FX Forward] or [Physically Settled FX Swap]] [and is not any of the following: [Swap], [Security-Based Swap], [OTC Derivative], [Physically Settled FX Forward], or [Physically Settled FX Swap][...]]

As used above:

[“OTC Derivative” means an “OTC derivative” or “OTC derivative contract” as defined in Article 2(7) of Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories (“EMIR”) other than one which constitutes (i) a “foreign exchange forward” as defined in Article 7(1)(a) of the final draft regulatory technical standards on risk-mitigation techniques for OTC-derivative contracts not cleared by a CCP under Article 11(15) of EMIR dated March 8, 2016 (the “EMIR RTS”) for so long as such Transaction)s are subject to the transitional exemption from the variation margin requirements under Article 39(6) of the EMIR RTS and a single stock equity option or index option Transaction) as referred to in Article 39(7) of the EMIR RTS for so long as such Transaction)s are subject to the transitional exemption from the variation margin requirements under Article 39(7) of the EMIR RTS.]

[“Physically Settled FX Forward” means [...]]

[“Physically Settled FX Swap” means [...]]

[“Security-Based Swap” means a “security-based swap” as defined in Section 3(a)(68) of the U.S. Securities Exchange Act of 1934, as amended (“SEA”), and the rules adopted thereunder. For the avoidance of doubt, the term “Security-Based Swap” does not include a security-based swap that has been cleared by a “clearing agency,” as such term is defined in Section 3(a)(23) of the SEA and the rules adopted thereunder.]

[“Swap” means a “swap” as defined in Section 1a(47) of the U.S. Commodity Exchange Act, as amended (“CEA”), and the regulations adopted thereunder. For the avoidance of doubt, the term “Swap” does not include a swap that has been cleared by a “derivatives clearing organization,” as such term is defined in Section 1a(15) of the CEA and the regulations adopted thereunder.]

[For the purposes of the foregoing, a Transaction) will be deemed to be entered into on or after the date specified in this Paragraph 13(b)(i) if an amendment, novation or other lifecycle event with respect to such Transaction) would cause such Transaction) to be entered into after such date under law applicable to either party requiring the collection or delivery of variation margin.]*

2016 NY Law VM CSA The term “Obligations” as used in this Annex includes the following additional obligations:

With respect to Party A: [...]

With respect to Party B: [...]

2016 NY Law VM CSA “[[Exposure - NY VM CSA Provision|Exposure]]” has the meaning specified in Paragraph 12), unless otherwise specified here: [...]

2016 NY Law VM CSA Credit Support Obligations.

2016 NY Law VM CSA Delivery Amount (VM) and Return Amount (VM).

2016 NY Law VM CSA “Delivery Amount (VM)” has the meaning specified in Paragraph 3(a), unless otherwise specified here: [...]

2016 NY Law VM CSA “Return Amount (VM)” has the meaning specified in Paragraph 3(b), unless otherwise specified here: [...]

2016 NY Law VM CSA Eligible Collateral (VM). Subject to Paragraph 11(g), if applicable, and each Credit Support Eligibility Condition (VM)) applicable to it specified in Paragraph 13, if any, the following items will qualify as “Eligible Collateral (VM)” for the party specified (as the Pledgor):

	Party A	Valuation Percentage	Party B	Valuation Percentage
(A) Cash in an Eligible Currency	[...]	[...]%	[...]	[...]%
(B) Other	[...]	[...]%	[...]	[...]%

2016 NY Law VM CSA Legally Ineligible Credit Support (VM). The provisions of Paragraph 11(g) will not apply to the [party/parties] specified here (as the Secured Party):

[ ] Party A

[ ] Party B

2016 NY Law VM CSA “Total Ineligibility Date” has the meaning specified in Paragraph 11(g), unless otherwise specified here [...]

2016 NY Law VM CSA “Transfer Ineligibility Date” has the meaning specified in Paragraph 11(g), unless otherwise specified here: [...]

2016 NY Law VM CSA Credit Support Eligibility Conditions (VM). The following conditions will each be a “Credit Support Eligibility Condition (VM)” for the party specified. Any item will not qualify as Eligible Collateral (VM) for a party (as the Pledgor) if such item does not satisfy each Credit Support Eligibility Condition (VM)) applicable to it.

[...]

[...]

2016 NY Law VM CSA “Valuation Percentage”; “FX Haircut Percentage”

2016 NY Law VM CSA “Valuation Percentage” means, with respect to each party (as the Pledgor) and item of Eligible Collateral (VM), the percentage (expressed as a decimal) specified in Paragraph 13(c)(ii); provided that if nothing is specified in Paragraph 13(c)(ii), the Valuation Percentage will be 100% unless otherwise specified below. The Valuation Percentage for either party and any item of Eligible Collateral (VM) will further be subject to the terms and conditions, if any, specified below as applicable to such party and item: [...]

[If at any time the Valuation Percentage assigned to an item of Eligible Collateral (VM) with respect to a party (as the Pledgor) under this Annex is greater than the maximum permitted valuation percentage (prescribed or implied) for such item of collateral under any law requiring the collection of variation margin applicable to the other party (as the Secured Party), then the Valuation Percentage with respect to such item of Eligible Collateral (VM) and such party will be such maximum permitted valuation percentage.]*

2016 NY Law VM CSA “FX Haircut Percentage” means, with respect to each party (as the Pledgor) and item of Eligible Collateral (VM), [[8]%, unless the Eligible Collateral (VM) or Posted Collateral (VM) is in the form of Cash) [in a Major Currency] or is denominated in a currency that matches [an Eligible Currency], in which case the FX Haircut Percentage) will be 0%.]

[As used above, “Major Currency” means any of: (1) United States Dollar; (2) Canadian Dollar;

(3) Euro; (4) United Kingdom Pound; (5) Japanese Yen; (6) Swiss Franc; (7) New Zealand Dollar;
(8) Australian Dollar; (9) Swedish Kronor; (10) Danish Kroner; (11) Norwegian Krone or any other currency specified below: [...]

2016 NY Law VM CSA Other Eligible Support (VM). The following items will qualify as “Other Eligible Support (VM)” for the party specified (as the Pledgor):

	Party A	Party B
(A)	[…]	[…]
(B)	[…]	[…]

2016 NY Law VM CSA Minimum Transfer Amount.

2016 NY Law VM CSA “Minimum Transfer Amount” means with respect to Party A: $ [...]

“Minimum Transfer Amount” means with respect to Party B: $ [...]

2016 NY Law VM CSA Rounding. The Delivery Amount (VM) and the Return Amount (VM) will be rounded up and down respectively to the nearest integral multiple of $ [...]

2016 NY Law VM CSA Transfer Timing. “Regular Settlement Day” has the meaning specified in Paragraph 12), unless otherwise specified here: […]

2016 NY Law VM CSA Valuation and Timing.

2016 NY Law VM CSA “Valuation Agent” means, for purposes of Paragraphs 3 and 5, the party making the demand under Paragraph 3, and, for purposes of Paragraph 6(d), the Secured Party, as applicable, unless otherwise specified here: [...]

2016 NY Law VM CSA “Valuation Date” has the meaning specified in Paragraph 12), unless otherwise specified here: [...]

For purposes of determining the Valuation Date and clause (iii) of the definition of “Local Business Day” in Paragraph 12), “Valuation Date Location”* means, with respect to each party, each city, region, or country specified below:

Party A: [...]

Party B: [...]

2016 NY Law VM CSA “Valuation Time” has the meaning specified in Paragraph 12), unless otherwise specified here: [...]

2016 NY Law VM CSA “Notification Time” means 10:2016 NY Law VM CSA a.m., New York time, on a Local Business Day, unless otherwise specified here: [...]

2016 NY Law VM CSA Conditions Precedent and Secured Party’s Rights and Remedies.

2016 NY Law VM CSA The provisions of Paragraph 4(a) will apply, unless otherwise specified here: [...]

2016 NY Law VM CSA If the provisions of Paragraph 4(a) are applicable, the following Termination Event(s) will be a “Specified Condition” for the party specified (that party being the Affected Party if the Termination Event occurs with respect to that party):

	Party A	Party B
Illegality	[…]	[…]
Force Majeure Event	[…]	[…]
Tax Event	[…]	[…]
Tax Event Upon Merger	[…]	[…]
Credit Event Upon Merger	[…]	[…]
Additional Termination Event(s):	[…]	[…]

2016 NY Law VM CSA Substitution.

2016 NY Law VM CSA “Substitution Date” has the meaning specified in Paragraph 4(d)(ii), unless otherwise specified here: [...]

2016 NY Law VM CSA Consent. If specified here as applicable, then the Pledgor must obtain the Secured Party’s consent for any substitution pursuant to Paragraph 4(d): [applicable/inapplicable]

2016 NY Law VM CSA Dispute Resolution.

2016 NY Law VM CSA “Resolution Time” means 1:2016 NY Law VM CSA p.m., New York time, on the Local Business Day following the date on which the notice is given that gives rise to a dispute under Paragraph 5, unless otherwise specified here: [...]

2016 NY Law VM CSA Value. For the purpose of Paragraphs 5(iv)(A)(3) and 5(iv)(B), the Value of Posted Credit Support (VM) will be calculated as follows: [...]

2016 NY Law VM CSA Alternative. The provisions of Paragraph 5 will apply, unless an alternative Dispute Resolution procedure is specified here: [...]

2016 NY Law VM CSA Holding and Using Posted Collateral (VM).

2016 NY Law VM CSA Eligibility to Hold Posted Collateral (VM); Custodians (VM). Party A and its Custodian (VM) will be entitled to hold Posted Collateral (VM) pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied:

2016 NY Law VM CSA Party A is not a Defaulting Party.

2016 NY Law VM CSA […]

[...] Initially, the Custodian (VM) for Party A is [...]

Party B and its Custodian (VM) will be entitled to hold Posted Collateral (VM) pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied:

2016 NY Law VM CSA Party B is not a Defaulting Party.

2016 NY Law VM CSA […]

[...] Initially, the Custodian (VM) for Party A is [...]

2016 NY Law VM CSA Use of Posted Collateral (VM). The provisions of Paragraph 6(c) will not apply to the [party/parties*] specified here:

[…] Party A

[…] Party B

and [that party/those parties*] will not be permitted to: [...]

2016 NY Law VM CSA Distributions and Interest Payment (VM).

2016 NY Law VM CSA Interest Rate (VM). The “Interest Rate (VM)” in relation to each Eligible Currency specified below will be:

Eligible Currency	Interest Rate (VM)	A/365 Currency
[...]	[…]	[…]
[...]	[…]	[…]
[...]	[…]	[…]

2016 NY Law VM CSA Transfer of Interest Payment (VM) or application of Interest Amount (VM).

Interest Transfer: [Applicable/Not Applicable]

Interest Payment Netting: [Applicable/Not Applicable]

[The Transfer of an Interest Payment (VM) by the Interest Payer (VM) will be made on [the last Local Business Day of each calendar month] [and on any Local Business Day that a Return Amount (VM) consisting wholly or partly of Cash) is Transferred to the Pledgor pursuant to Paragraph 3(b)]. The Transfer of an Interest Payment (VM) by the Interest Payer (VM) will be made on [the last Local Business Day of each calendar month] [and on any Local Business Day that a Delivery Amount (VM) consisting wholly or partly of Cash) is Transferred to the Secured Party pursuant to Paragraph 3(a)].]

Interest Adjustment: [Applicable/Not Applicable]

[The Posted Collateral (VM) will be adjusted by the Secured Party on [the last Local Business Day of each calendar month][each day].]

2016 NY Law VM CSA Other Interest Elections}.

Negative Interest: [Applicable/Not Applicable]

Daily Interest Compounding: [Applicable/Not Applicable]

2016 NY Law VM CSA Alternative to Interest Amount (VM) and Interest Payment (VM). The provisions of Paragraph 6(d)(ii) will apply, unless otherwise specified here: [...]

2016 NY Law VM CSA Credit Support Offsets. If specified here as applicable, then the “Credit Support Offsets” provisions in Paragraph 11(j) of this Annex will apply: [applicable/inapplicable].

2016 NY Law VM CSA Additional Representations.

[Party A/Party B] represents to the other party (which representation(s) will be deemed to be repeated as of each date on which it, as the Pledgor, Transfers Eligible Collateral (VM)) that: […]

2016 NY Law VM CSA Other Eligible Support (VM) and Other Posted Support (VM).

2016 NY Law VM CSA “Value” with respect to Other Eligible Support (VM) and Other Posted Support (VM) means: [...]

2016 NY Law VM CSA “Transfer” with respect to Other Eligible Support (VM) and Other Posted Support (VM) means: [...]

2016 NY Law VM CSA Demands and Notices. All demands, specifications and notices under this Annex will be made pursuant to the Notices Section of this Agreement, unless otherwise specified here:

Party A: [...]

Party B: [...]

2016 NY Law VM CSA Addresses for Transfers.

Party A: [...]

Party B: [...]

2016 NY Law VM CSA “Other CSA” has the meaning specified in Paragraph 12), unless otherwise specified here: [...]

2016 NY Law VM CSA Other Provisions.